SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Under Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 1997 MARRIOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-0936594 (State of incorporation) (IRS Employer Identification No.) 1-12188 (Commission File No.) 10400 Fernwood Road, Bethesda, Maryland 20817 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 380-3000 (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On March 18, 1997, the Registrant and Host Marriott Corporation announced a letter of intent under which the Registrant will sell to Host Marriott Corporation all of the issued and outstanding stock of Forum Group, Inc. ("Forum Group"). The letter of intent provides that a subsidiary of the Registrant will continue to operate the senior living communities owned by Forum Group. The aggregate sales value to the Registrant, comprised of cash, notes from Host Marriott Corporation, and the Registrant's share of outstanding debt of Forum Group is approximately $540 million, including approximately $63 million to be received as expansions of certain communities are completed. The transaction is subject to customary conditions, including due diligence, documentation, approval by the Boards of Directors of the Registrant and Host Marriott Corporation and the expiration or termination of the Hart-Scott-Rodino Act waiting period requirements. The attached news release, which is incorporated herein by reference, provides additional information regarding the proposed transaction. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99(1) News Release dated March 18, 1997. SIGNATURES Under the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARRIOTT INTERNATIONAL, INC. By: /s/ Joseph Ryan ------------------------ Joseph Ryan Executive Vice President and General Counsel Date: March 27, 1997